MayAir Group Regulatory News (MAYA)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This Announcement contains inside information for the purposes of the Market Abuse Regulation (EU 596/2014)

26 January 2018

RECOMMENDED £50 MILLION ACQUISITION

of

MayAir Group plc

by

Poly Glorious Investment Company Limited

to be effected

by means of a Scheme of Arrangement

under Article 125 of the Companies (Jersey) Law 1991, as amended

Summary

· The Board of Directors of Poly Glorious Investment Company Limited ("Poly Glorious") is pleased to announce that it has reached agreement with the Independent Directors of MayAir Group plc ("MayAir") on the terms of a recommended acquisition of MayAir by Poly Glorious, pursuant to which Poly Glorious will acquire the entire issued ordinary share capital of MayAir (the "Acquisition"). It is intended that the Acquisition be implemented by means of a Court sanctioned scheme of arrangement under Article 125 of the Companies Law, further details of which are contained in the full text of this Announcement.

· Poly Glorious is a subsidiary of T&U Investment, a private limited company incorporated in the British Virgin Islands, which is owned by Mr Jiang Li.

· Under the terms of the Acquisition:

MayAir Shareholders (other than the Management Shareholders) will be entitled to receive 120 pence in cash per MayAir Share

The Offer Price represents a premium of approximately:

· 25.0 per cent. to the Closing Price per MayAir Share of 96.0 pence on 25 January 2018 (being the last Business Day prior to the date of this Announcement);

· 44.6 per cent. to the Closing Price per MayAir Share of 83.0 pence on 16 November 2017 (being the last Business Day prior to Poly Glorious' approach to the MayAir Directors regarding the Acquisition);

· 33.5 per cent. to the average Closing Price per MayAir Share of 89.9 pence for the three months ended 25 January 2018 (being the last Business Day prior to this Announcement); and

· 43.6 per cent. to the average Closing Price per MayAir Share of 83.6 pence for the twelve months ended 25 January 2018 (being the last Business Day prior to the date of this Announcement).

· Certain key members of the management of MayAir and the Employee Benefits Trust have conditionally agreed to accept Consideration Shares pro rata to their existing shareholdings (excluding treasury shares) in MayAir which will result, on completion of the Acquisition, in the Management Shareholders holding, in aggregate, 21.89 per cent. of the Enlarged Poly Glorious Share Capital, as follows:

· the current CEO of MayAir, Yap Wee Keong  - Consideration Shares representing 12.25 per cent. of the Enlarged Poly Glorious Share Capital;

· Employee Benefits Trust - Consideration Shares representing 4.06 per cent. of the Enlarged Poly Glorious Share Capital; and

· four other members of MayAir's senior management team, namely Koh Tat Seng (Group CFO), Ding Ming Dak (Sales Director - China), Gan Boon Dia (GM - China) and Lim Sim Pheor (GM - Malaysia) - Consideration Shares representing, in aggregate, 5.58 per cent. of the Enlarged Poly Glorious Share Capital.

· The Acquisition values the entire issued ordinary share capital of MayAir at approximately £50.35 million.

· The consideration payable under the Acquisition will be funded through the existing cash balances of Poly Glorious.

· The MayAir Independent Directors, who have been so advised by Allenby, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the MayAir Independent Directors, Allenby has taken into account the commercial assessments of the MayAir Independent Directors. Allenby is providing independent financial advice to the MayAir Independent Directors for the purposes of Rule 3 of the Code.

· Accordingly, the MayAir Independent Directors have unanimously agreed to recommend that MayAir Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.

· Each MayAir Director (other than the MayAir Independent Directors) and their related interests, each member of the Concert Party and each Management Shareholder has irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Special Resolution in respect of their own MayAir Shares, being in aggregate a total of 24,909,300 MayAir Shares, representing approximately 59.36 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement).

· Jacques-Franck Dossin (being the only MayAir Independent Director who holds MayAir Shares) has irrevocably undertaken to vote in favour of the Resolutions in respect of his own MayAir Shares, being 25,000 MayAir Shares, representing approximately 0.06 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement).

· The irrevocable undertakings referred to above will remain in full force and effect if the Acquisition is carried out by way of a Takeover Offer provided that: (i) MayAir has approved the Acquisition being carried out by way of Takeover Offer; and (ii) such Takeover Offer is on terms at least as favourable as the Scheme.

· In addition to the above irrevocable undertakings, Poly Glorious has also received irrevocable undertakings from Invesco Asset Management Limited and Aberdeen Asset Management Asia Limited to vote in favour of the Resolutions in respect of a total of 6,329,910 MayAir Shares, representing approximately 15.09 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement).

· In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting have been received in respect of a total of 31,264,210 MayAir Shares, representing approximately 74.51 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement).

· In addition, irrevocable undertakings to vote in favour of the Management Shareholder Consideration Resolution to be proposed at the General Meeting have been received in respect of a total of 6,354,910 MayAir Shares, representing approximately 37.27 per cent. of the MayAir Shares in issue (excluding treasury shares) held by the Independent MayAir Shareholders on 25 January 2018 (being the latest practicable date prior to this Announcement). The Management Shareholders and the members of the Concert Party have irrevocably undertaken not to vote (and to take all reasonable steps to ensure that none of their associates will vote) on the Management Shareholder Consideration Resolution.

· Further details of the irrevocable undertakings are set out in Appendix III to this Announcement, including the circumstances in which the irrevocable undertakings cease to be binding.

· At the date of this Announcement, Poly Glorious does not beneficially own any MayAir Shares.

· It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under article 125 of the Companies Law. The purpose of the Scheme is to provide for Poly Glorious to become the owner of the whole of the issued ordinary share capital of MayAir. The Scheme will be put to MayAir Shareholders at the Court Meeting and to MayAir Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the MayAir Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. of the voting rights held by those Scheme Shareholders. The implementation of the Scheme must also be approved by MayAir Shareholders at the General Meeting and the Management Shareholder Consideration must also be approved by the Independent MayAir Shareholders. Should the Management Shareholder Consideration Resolution not be passed, the Scheme will lapse.

· The Acquisition and the Scheme will be subject, inter alia, to the satisfaction or waiver (where waivable) of the Conditions set out in Appendix I to this Announcement and in the Scheme Document. Further details of the Scheme will be set out in the Scheme Document, together with Forms of Proxy, which it is expected will be sent to MayAir Shareholders by no later than 16 February 2018, and in any event within 28 days from the date of this Announcement, unless otherwise agreed with the Panel. Subject to the satisfaction of all relevant conditions, including the conditions and certain further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, the Scheme will become effective on or about 20 March 2018 (or such later date (if any) as Poly Glorious and MayAir may agree, unless otherwise agreed with the Panel). An expected timetable of principal events will be included in the Scheme Document..

Commenting on the Acquisition, Jiang Li, sole director of Poly Glorious said:

"The acquisition of MayAir is expected to be highly additive to the wider Poly Glorious group. We already have significant expertise in the HVAC industry within China and through acquiring MayAir this will enable us to further strengthen the overall competitiveness in our existing product offering as well as our market presence in the air purification industry."

Commenting on the Acquisition, Martin Bloom, Independent Non-Executive Chairman of MayAir, said:

"The proposed acquisition by Poly Glorious announced today will enable shareholders to crystallise an immediate and certain value in cash. It represents a significant premium to historic share price trading levels and the MayAir Independent Directors have unanimously recommended Poly Glorious' offer." 

This summary should be read in conjunction with, and is subject to, the accompanying full text of this Announcement (including the Appendices) which sets out further details of the Acquisition and which forms an integral part of this Announcement. Appendix I to this Announcement contains the Conditions to, and certain further terms of, the Scheme and the Acquisition. Appendix II to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement. Appendix III to this Announcement contains further details of the irrevocable undertakings. Appendix IV to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

For further information or enquiries please contact:

IMPORTANT NOTICES

Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Poly Glorious and no one else in connection with the matters referred to in this Announcement. In connection with these matters, N+1 Singer, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Poly Glorious for providing the protections afforded to the clients of N+1 Singer nor for providing advice in relation to the matters referred to in this Announcement.

Allenby Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and nominated adviser to MayAir and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than MayAir for providing the protections afforded to clients of Allenby, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as broker to MayAir and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than MayAir for providing the protections afforded to clients of Cantor Fitzgerald Europe, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

This Announcement is made pursuant to Rule 2.7 of the Code and is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to accept the Acquisition. Any vote in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with the laws of England and Wales, the laws of Jersey, the Code, the Disclosure Guidance and Transparency Rules of the FCA, the AIM Rules and the rules of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales and Jersey.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Jersey or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

US investors in MayAir

The Acquisition relates to shares of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the Jersey to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Poly Glorious were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Restricted Jurisdictions

Unless otherwise determined by Poly Glorious or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to MayAir Shareholders who are not resident in the United Kingdom or Jersey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Jersey should inform themselves of, and observe, any applicable requirements.

Cautionary Note Regarding Forward Looking Statements

This Announcement contains statements that are or may be deemed to be forward looking with respect to the financial condition, results of operations and business of MayAir and certain plans and objectives of the MayAir Board and Poly Glorious. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. These estimates are based on assumptions and assessments made by the MayAir Board or Poly Glorious in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Poly Glorious' or MayAir's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Poly Glorious' or MayAir's business.

These forward looking statements are made as at the date of this Announcement and are not guarantees of future financial performance. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Poly Glorious or MayAir. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Poly Glorious or MayAir or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Poly Glorious and MayAir disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of MayAir or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MayAir and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of MayAir or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of MayAir or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of MayAir or of any securities exchange offeror.

A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MayAir and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of MayAir or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by MayAir and by any offeror and Dealing Disclosures must also be made by MayAir, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Disclosure in accordance with Rule 2.9 of the Code

The ordinary shares of MayAir are traded on AIM, a market of London Stock Exchange plc with International Securities Identification Number (ISIN) JE00BWV6BD02. MayAir confirms that as at the close of business on 25 January 2018 (being the last Business Day prior to the date of this Announcement), it had in issue 42,475,000 ordinary shares of no par value, 514,500 of which are held in treasury. The number of ordinary shares in issue with voting rights is 41,960,500.

As at the close of business on 25 January 2018, Poly Glorious had 10,000 ordinary shares of no par value in issue. Poly Glorious holds no shares in treasury. Poly Glorious' share capital has no ISIN and is not listed or admitted to trading on any stock exchange. Prior to acquiring the MayAir Shares held by Management Shareholders, Poly Glorious will have 7,811,263 ordinary shares of no par value in issue.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for MayAir for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for MayAir.

Right to switch to a Takeover Offer

Poly Glorious reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Poly Glorious as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Poly Glorious so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Information relating to MayAir Shareholders

Please be aware that addresses, electronic addresses and certain information provided by MayAir Shareholders, persons with information rights and other relevant persons for the receipt of communications from MayAir may be provided to Poly Glorious during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website

In accordance with Rule 30.4 of the Code, a copy of this Announcement together with all information incorporated into this Announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on the Poly Glorious' or MayAir's websites (www.poly-pgi.com and www.mayairgroup.com respectively) by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of the Scheme Document or this Announcement.

Request for Hard Copy

In accordance with Rule 30.2 of the Code you may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by contacting Allenby Capital Limited on tel: +44 (0) 20 3328 5656 during business hours or by submitting a request in writing to Allenby Capital Limited at 5 St Helen's Place, London EC3A 6AB. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice. It is important that you note that unless you make a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION

This Announcement contains inside information for the purposes of the Market Abuse Regulation (EU 596/2014)

26 January 2018

RECOMMENDED £50 MILLION ACQUISITION

of

MayAir Group plc

by

Poly Glorious Investment Company Limited

to be effected

by means of a Scheme of Arrangement

under Article 125 of the Companies Law

1 Introduction

The Board of Directors of Poly Glorious is pleased to announce that it has reached agreement with the MayAir Independent Directors on the terms of a recommended acquisition of MayAir by Poly Glorious, pursuant to which Poly Glorious will acquire the entire issued ordinary share capital of MayAir. It is intended that the Acquisition be implemented by means of a Court sanctioned scheme of arrangement under Article 125 of the Companies Law.

2 The Acquisition

Although it is intended that the Acquisition will be effected by means of a Scheme, Poly Glorious reserves the right, subject to the consent of the Panel, to implement the Acquisition by way of a Takeover Offer rather than by way of a Scheme and to make appropriate amendments to the terms of the Acquisition in order to do so. The Scheme will be subject to the Conditions and further terms set out in the Scheme Document.

If the Scheme becomes effective, each MayAir Shareholder on the register of members at the Scheme Record Time, other than the Management Shareholders, will be entitled to receive:

for each MayAir Share: 120 pence in cash

The Offer Price represents a premium of approximately:

- 25.0 per cent. to the Closing Price per MayAir Share of 96.0 pence on 25 January 2018 (being the last Business Day prior to this Announcement);

- 44.6 per cent. to the Closing Price per MayAir Share of 83.0 pence on 16 November 2017 (being the last Business Day prior to Poly Glorious' approach to the MayAir Directors regarding the Acquisition);

- 33.5 per cent. to the average Closing Price per MayAir Share of 89.9 pence for the three months ended 25 January 2018 (being the last Business Day prior to this Announcement); and

- 43.6 per cent. to the average Closing Price per MayAir Share of 83.6 pence for the twelve months ended 25 January 2018 (being the last Business Day prior to the date of this Announcement).

Management Shareholders will receive Consideration Shares pro rata to their existing shareholdings (excluding treasury shares) in MayAir representing, in aggregate, 21.89 per cent. of the Enlarged Poly Glorious Share Capital, as follows:

· the current CEO of MayAir, Yap Wee Keong, who holds 12.25 per cent. of the existing issued share capital of MayAir (excluding treasury shares) - 1,224,580 Consideration Shares representing 12.25 per cent. of the Enlarged Poly Glorious Share Capital;

· Employee Benefits Trust, who hold 4.06 per cent. of the existing issued share capital of MayAir (excluding treasury shares) - 406,251 Consideration Shares representing 4.06 per cent. of the Enlarged Poly Glorious Share Capital; and

· four other members of MayAir's senior management team, namely Koh Tat Seng (Chief Financial Officer), Ding Ming Dak (Sales Director - China), Gan Boon Dia (GM - China) and Lim Sim Pheor (GM - Malaysia), who, in aggregate hold 5.58 per cent. of the existing issued share capital of MayAir (excluding treasury shares) - 557,906 Consideration Shares representing, in aggregate, 5.58 per cent. of the Enlarged Poly Glorious Share Capital.

The Scheme requires, amongst other things, the approval of Scheme Shareholders at the Court Meeting and of MayAir Shareholders at the General Meeting. You are strongly encouraged to vote at the Meetings in person or by proxy.

The purpose of the Court Meeting is to allow Scheme Shareholders to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by way of a poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held. The resolution at the Court Meeting must be approved by a majority in number of the holders of Scheme Shares present and voting, either in person or by proxy, representing 75 per cent. or more of the voting rights held by those Scheme Shareholders.

The General Meeting will be convened to consider and, if thought fit, to pass special resolutions (which require votes in favour representing not less than 75 per cent. of the votes attached to the MayAir Shares voted at the General Meeting) to approve: (i) the authorisation of the MayAir Directors to take all actions necessary or appropriate for carrying the Scheme into full effect; (ii) the reclassification of the MayAir Shares held by the Management Shareholders into a separate class of shares to enable them to receive the Consideration Shares on the Scheme becoming effective; (iii) the alteration of the MayAir articles of association for the purposes of the Scheme; and (iv) subject to the Scheme becoming effective, the Re-registration and the alteration of the MayAir articles of association to reflect its re-registered status as a private company. The General Meeting will also be convened to consider and, if thought fit, to pass an ordinary resolution (which requires votes in favour representing more than 50 per cent. of the votes attached to MayAir Shares voted at the General Meeting) to approve the Management Shareholder Consideration by the Independent MayAir Shareholders. The Management Shareholder Consideration Resolution will be taken on a poll.

The Scheme is conditional upon the sanction of the Scheme by the Court and the passing of any resolutions at the General Meeting required to give effect to the Scheme including the approval by the Independent MayAir Shareholders of the Management Shareholder Consideration Resolution by an ordinary resolution to be taken on a poll (but for the avoidance of doubt, the Scheme is not conditional upon the passing of the resolution to approve the Re-registration or the resolution to alter the articles of association to reflect the same).

It is expected that (subject to satisfaction or (where applicable) waiver of the Conditions) the Court Hearing to sanction the Scheme will be held on or about 19 March 2018 and that the Scheme will become effective in accordance with its terms on or about 20 March 2018, upon a copy of the Court Order being delivered to the Registrar of Companies for registration.

If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting (and, if they attended and voted, whether or not they voted in favour), and all of the Scheme Shares will be transferred to Poly Glorious. MayAir will thus become a wholly-owned subsidiary of Poly Glorious.

Upon the Scheme becoming effective (i) cheques in respect of the cash consideration made out in sterling will be despatched, at Scheme Shareholders' own risk, to Scheme Shareholders (or, where appropriate, in the case of Scheme Shareholders who hold their Scheme Shares in uncertificated form (that is, through CREST), credited to their CREST accounts) and (ii) definitive certificates in respect of the Consideration Shares will be dispatched to the Management Shareholders, within 14 days of the Effective Date.

3 Recommendation

The MayAir Independent Directors, who have been so advised by Allenby, consider the terms of the Acquisition to be fair and reasonable and in the best interests of MayAir and MayAir Shareholders as a whole. In providing advice to the MayAir Independent Directors, Allenby has taken into account the commercial assessments of the MayAir Independent Directors. Allenby is providing independent financial advice to the MayAir Independent Directors for the purposes of Rule 3 of the Code.

Accordingly, the MayAir Independent Directors intend to unanimously recommend that MayAir Shareholders vote or procure votes in favour of the Resolutions, as Jacques-Franck Dossin (being the only MayAir Independent Director who holds MayAir Shares), has irrevocably undertaken to do so in respect of his own beneficial holding of 25,000 MayAir Shares, representing approximately 0.06 per cent. of the existing ordinary share capital of MayAir (excluding treasury shares) (further details of this irrevocable undertaking is contained in paragraph 6 below).

4 Reasons for and effects of the Acquisition

Poly Glorious recognises that MayAir is one of the market leaders in the provision of air purification solutions for use in industrial cleanrooms and has supplied to large multinational and domestic manufacturers. Poly Glorious therefore sees the Acquisition of MayAir as being additive to both the activities of its own group and MayAir.

The Acquisition represents an opportunity for MayAir Shareholders to realise their holding in MayAir in cash for a premium of 44.6 per cent. to the closing middle market price of 83 pence per MayAir Share on 16 November 2017 (being the day prior to Poly Glorious' approach to the MayAir Directors regarding the Acquisition). Poly Glorious believes its Offer also provides certainty, in cash for MayAir Shareholders today, and also gives them an exit opportunity now, rather than the alternative of waiting for MayAir's financial performance to be reflected in its share price and bearing the risks of that alternative not being achieved.

5 Background to recommendation by the MayAir Independent Directors

MayAir was admitted to trading on AIM in May 2015 with a focus on providing clean air solutions for use in industrial cleanrooms, commercial buildings and residential markets. It completed the construction and commissioning of the new industrial facility in Nanjing in the fourth quarter of 2017. However, whilst the new facility will enable an increase in the scale of MayAir's production over time, as highlighted in its interim results for the six months ended 30 June 2017, MayAir has been and continues to experience increased competition from key established competitors as well as rising competition from new market entrants with a resultant impact on gross margins and profitability compared to that envisaged at the time of its IPO.

While the MayAir Independent Directors remain confident regarding the underlying strength of the business, they have considered the terms of the Acquisition in the context, amongst other things, of the competitive headwinds described above and the general lack of liquidity in MayAir Shares since its admission to trading on AIM. The MayAir Independent Directors believe that the Acquisition provides MayAir Shareholders who have not undertaken to receive the Management Shareholder Consideration with a fair and reasonable, near term and certain cash value for their investment at a 41.6 per cent. premium to the to the average Closing Price per MayAir Share of 84.7 pence for the six months ended 25 January 2018 (being the last Business Day prior to the date of this Announcement) and a 33.5 per cent. premium to the average Closing Price per MayAir Share of 89.9 pence for the three months ended 25 January 2018 (being the last Business Day prior to the date of this Announcement).

6 Irrevocable undertakings

Each MayAir Director (other than the MayAir Independent Directors) and their related interests, each member of the Concert Party and each Management Shareholder has irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of their own MayAir Shares, being in aggregate a total of 24,909,300 MayAir Shares, representing approximately 59.36 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement).

Jacques-Franck Dossin (being the only MayAir Independent Director who holds MayAir Shares) has irrevocably undertaken to vote in favour of the Resolutions in respect of his own MayAir Shares, being 25,000 MayAir Shares, representing approximately 0.06 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement).

The irrevocable undertakings referred to above will remain in full force and effect if the Acquisition is carried out by way of a Takeover Offer provided that: (i) MayAir has approved the Acquisition being carried out by way of Takeover Offer; and (ii) such Takeover Offer is on terms at least as favourable as the Scheme.

In addition to the above irrevocable undertakings, Poly Glorious has also received irrevocable undertakings from Invesco Asset Management Limited and Aberdeen Asset Management Asia Limited, shareholders of MayAir, to vote in favour of the Resolutions in respect of a total of 6,329,910 MayAir Shares, representing approximately 15.09 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement).

If, within five Business Days after the despatch of the document containing the terms and conditions of the Acquisition (whether by means of a contractual offer, scheme of arrangement or otherwise), a third party announces a firm intention to make an offer to acquire all the issued and to be issued equity share capital of MayAir for cash for a consideration per share which represents at least 10 per cent. greater than the value of the consideration per share available under the Offer as at the date of such third party announcement, then the obligations of the two shareholders referred to above under their undertakings shall lapse.

In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the General Meeting have been received in respect of a total of 31,264,210 MayAir Shares, representing approximately 74.51 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement).

In addition, irrevocable undertakings to vote in favour of the Management Shareholder Consideration Resolution to be proposed at the General Meeting have been received in respect of a total of 6,354,910 MayAir Shares, representing approximately 37.27 per cent. of the MayAir Shares held by Independent MayAir Shareholders (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement). The Management Shareholders and the members of the Concert Party have irrevocably undertaken not to vote (and to take all reasonable steps to ensure that none of their associates will vote) on the Management Shareholder Consideration Resolution.

Further details of these irrevocable undertakings will be set out in the Scheme Document and are set out in Appendix III (Irrevocable Undertakings) of this Announcement. A copy of the irrevocable undertakings will be put on display on MayAir's website (www.mayairgroup.com) from 12 noon on 29 January 2018 until the Effective Date.

7 Information on Poly Glorious, T&U Investment, TICA Global, Nanjing TICA and Jiang Li

Poly Glorious

Poly Glorious is a newly incorporated company formed at the direction of T&U Investment for the purpose of implementing the Acquisition. Poly Glorious is currently 100 per cent. owned by T&U Investment, which holds all of the 10,000 ordinary shares of no par value currently issued in Poly Glorious. Prior to acquiring the MayAir Shares held by Management Shareholders, Poly Glorious will have 7,811,263 ordinary shares of no par value in issue, all of which will be held by T&U Investment.

Poly Glorious is a private limited company incorporated in Hong Kong on 12 July 2017 under the Companies Ordinance (Chapter 622 of the Laws of Hong Hong). It has its registered office at Room 2207, 22/F, Island Place Tower, Island Place, 510 Kings Road, North Point, Hong Kong.

The sole director of Poly Glorious is Jiang Li.

Save for activities in connection with the implementation and financing of the Acquisition, Poly Glorious has not carried on any business prior to the date of this Announcement. Poly Glorious' only asset is the cash consideration needed in order to effect the Acquisition together with the payment of the associated advisory fees and its only liabilities are in connection with the Acquisition.

T&U Investment

T&U Investment is a private limited company incorporated in the British Virgin Islands pursuant to the International Business Companies Act, Cap. 291 on 25 July 2003. It has its registered office at Vistra Corporate Service Centre, Wickams Cay, Road Town, Tortola, VG1110, British Virgin Islands.

T&U Investment is an investment holding company and does not carry on any business save for the holding of a number of investments. These include 100 per cent. of Poly Glorious, 23.37 per cent. of TICA Global, 10 per cent. of MayAir Technology (Shanghai), 16.625 per cent. of MayAir Technology (China) and 51 per cent of Nanjing TICA Thermal Technology Co., Ltd..

The sole director and shareholder of T&U Investment is Jiang Li.

TICA Global

TICA Global is a private limited company incorporated in the British Virgin Islands pursuant to the International Business Companies Act, Cap. 291 on 15 April 1999. It has its registered office at Commence Overseas LTD, Commence Chambers, PO Box 2200, Road Town, Tortola, British Virgin Islands.

TICA Global is an investment holding company and does not carry on any business and is the sole shareholder of Nanjing TICA.

The directors of TICA Global are Jiang Li (Board Chairman and General Manager), Qi Wei (Director), Gaurang Pandya (Director), Robert Hong-Leung Chiang (Director), Fan Gaoding (Director) and Huo Xuefeng (Director).

TICA Global's shareholders are Jiang Li (47.63 per cent.), T&U Investment (23.37 per cent.) and Sustainability Investment Asia Limited (29 per cent.). Jiang Li does not control Sustainability Investment Asia Limited. Neither the Government of the People's Republic of China nor any Chinese state owned enterprise ("SOE") holds any interest in TICA Global.

TICA Global's unaudited accounts for the year ended 31 December 2016 showed revenues of RMB1.65 billion (approximately £185 million) with a net profit of RMB67 million (approximately £7.5 million). Total assets at 31 December 2016 stood at RMB1.08 billion (approximately £120 million).

Nanjing TICA

Nanjing TICA was incorporated at the Nanjing City Administration for Industry and Commerce as a limited liability company (solely invested by a foreign corporation) on 13 April 1999. It has its registered office at No.6 Hengye Road, Nanjing Economic & Technological Development Zone, Nanjing City, Jiangsu Province, China.

Nanjing TICA is the parent company of a group that specialises in the development, manufacture, sales and related services of environment cleaning HVAC, central air-conditioning and refrigeration. Manufactured products and brands include air-cooled and water-cooled chillers, heat pumps, air handling units and fan coils. Its sales related activities include consultancy, design, installations and servicing of central air-conditioning. Nanjing TICA primarily supplies the domestic market in China through approximately 40 sales and service networks across China and, as noted above, since 2015 has made efforts to expand its business internationally.

The board of Nanjing TICA is comprised of Jiang Li (Board Chairman and General Manager), Qi Wei (Director), Gaurang Pandya (Director), Robert Hong-Leung Chiang (Director), Fan Gaoding (Director) and Huo Xuefeng (Director). Its sole shareholder is TICA Global. Neither the Government of the People's Republic of China nor any SOE holds any current interest in Nanjing TICA.

Nanjing TICA's latest filed accounts showed audited revenues of RMB1.65 billion (approximately £185 million) for the year ended 31 December 2016 with a net profit of RMB71 million (approximately £8 million). Total assets at 31 December 2016 stood at RMB1.07 billion (approximately £120 million).

Jiang Li

Mr Jiang Li is the Chairman and General Manager of Nanjing TICA and the Chairman of TICA Global, having founded both businesses in April 1999. Mr Jiang has been investing in the HVAC sector for more than 20 years and these two businesses, Nanjing TICA and TICA Global, represent his principal commercial business. Jiang Li's investments mainly relate to the TICA group of companies in the fields of HVAC equipment, indoor clean air system solutions as well as low temperature thermal power generation, which involves the development of technology, manufacturing, sales and services of equipment, components and integrated system solutions in the supply chain.

TICA Global and T&U Investment are Jiang Li's only offshore investment companies. Jiang Li is the sole director of each of Poly Glorious and T&U Investment. Jiang Li directly and indirectly controls 71 per cent. of Nanjing TICA and indirectly controls 100 per cent. of Poly Glorious. Jiang Li is a resident of Nanjing, China.

8 Information on MayAir

Founded in 2001, MayAir is one of the leading specialist providers of air purification technology for use in industrial cleanrooms, commercial buildings and residential markets. MayAir's core business is in providing air filtering equipment and filters for use in industrial cleanrooms, an area in which MayAir has established itself as one of the leading providers in China. MayAir's customers comprise large multinational and domestic manufacturers. In recent years, MayAir has strategically grown and established itself as key player in the indoor clean air solutions for the commercial markets in China. Key flagship commercial projects include providing solutions for airport terminals, convention centers, subways, offices and schools. MayAir Shares are admitted to trading on AIM. In the year ended 31 December 2016, MayAir reported revenues of $65.6 million and EBITDA of $7.2 million.

9 MayAir Concert Party

In MayAir's admission document published in May 2015, at the time of the admission of the MayAir Shares to trading on AIM, MayAir disclosed that a concert party existed comprising Yap Wee Keong, Low Han Guan, Tiew Soon Aik and Low Kok Yew and their immediate families which, at that time held 20,863,650 MayAir Shares, representing 49.12 per cent. of the then voting share capital of MayAir.

Due to his closer links with the members of the concert party which he has established since he joined MayAir in 2014, Koh Tat Seng, Chief Financial Officer of MayAir, is also treated as a member the Concert Party. As a result, the Concert Party now holds 21,463,650 MayAir Shares, representing 51.15 per cent. of the current voting share capital of MayAir.

10 MayAir's current trading

MayAir announced on 18 September 2017 its interim results for the six months ended 30 June 2017, a copy of which can be found at www.mayairgroup.com. Since 30 June 2017, the Company has continued to trade in line with management's expectations.

In Q4 2017, MayAir successfully opened its new manufacturing facility in Nanjing, China and this is expected to provide MayAir an increase in the scale of its production over time as well as providing increased facilities for research and new product development.

11 Management, employees and locations of business of MayAir

Poly Glorious values MayAir's workforce as they will play an important role in the future of the business. The Acquisition will be focused on driving growth, rather than cost reductions, and as such, Poly Glorious believes there may be opportunities for internal promotions and hiring of new positions. Poly Glorious does not expect to make any headcount reductions as a result of the Acquisition. Poly Glorious does not intend to change MayAir's research and development functions.

Poly Glorious considers that its strategic plans for MayAir will have no repercussions on employment or the location of MayAir's places of businesses. Poly Glorious does not intend to redeploy any of MayAir's fixed assets or make any changes to the locations of MayAir's headquarters, places of business, manufacturing or R&D facilities, or to MayAir's headquarters' functions. Poly Glorious confirms that, following the implementation of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all MayAir employees, will be fully safeguarded and honoured. Poly Glorious has no intention to make any changes in relation to such matters that will negatively impact the employees of MayAir.

Poly Glorious has informed the MayAir Directors that it intends to retain the existing employee incentivisation arrangements contained in the MayAir Employee Share Scheme. The MayAir Employee Share Scheme is effected through the Employee Benefits Trust, which holds in aggregate a total of 1,704,650 MayAir Shares, representing approximately 4.06 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement). The trustees of the Employee Benefits Trust have conditionally agreed to accept Consideration Shares in exchange for MayAir Shares which will result, on completion of the Acquisition, in the Employee Benefits Trust holding Consideration Shares representing 4.06 per cent. of the Enlarged Poly Glorious Share Capital. As such, the retention of the existing employee incentivisation arrangements will be effected through the issue of Consideration Shares to the Employee Benefits Trust.

In total, the Management Shareholders, who include the Employee Benefits Trust, hold in aggregate 9,184,050 MayAir Shares, representing approximately 21.89 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 25 January 2018 (being the latest practicable date prior to this Announcement). Consideration Shares will be issued to the Management Shareholders in exchange for their MayAir Shares. On completion of the Acquisition, the Management Shareholders will hold Poly Glorious Shares representing, in aggregate, 21.89 per cent. of the Enlarged Poly Glorious Share Capital. For the purposes of Rule 16.2 of the Code, Allenby has confirmed that, in its opinion, the terms upon which the Consideration Shares are to be issued are fair and reasonable.

On or shortly after the date that the Acquisition is implemented, it is proposed that the non-executive Directors, being Martin Bloom, Jacques-Franck Dossin, Low Han Guan (Den) and Tiew Soon Aik, will resign from the board of MayAir and will be replaced by directors appointed by Poly Glorious. Other than these board changes, Poly Glorious does not intend to make any changes to the balance of the skills and functions of the employees and management of MayAir.

In accordance with Rule 2.11 of the Code, MayAir will make available to its employees a copy of this Announcement and will inform its employees of the rights of any employee representatives under Rule 25.9 of the Code to require that a separate opinion of any employee representatives on the effects of the Scheme on employment be appended to the Scheme Document. If and to the extent that MayAir is provided with an opinion from the employee representatives after the date of publication of the Scheme Document, MayAir will publish that opinion in accordance with Rule 25.9 of the Code.

12 Management, employees and locations of business of Poly Glorious

Poly Glorious has no employees. The director of Poly Glorious has no intention to make any changes to the management of Poly Glorious, the location of Poly Glorious' headquarters or its headquarters' functions.

13 Financing of the Acquisition

The cash consideration payable will be financed from Poly Glorious' existing cash resources.

N+1 Singer, financial adviser to Poly Glorious, is satisfied that sufficient cash resources are available to Poly Glorious to enable it to satisfy, in full, the cash consideration payable to MayAir Shareholders in connection with the Acquisition. The aggregate cash consideration payable to all holders of MayAir Shares, other than the Management Shareholders, will be £39.3 million.

Poly Glorious has agreed to a reverse break fee totalling 50 per cent. of the professional fees incurred by MayAir up to a maximum commitment of not more than £200,000, payable in the event that the Resolutions are not passed or Poly Glorious decides to withdraw the Offer.

14 Conditions

The Scheme is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

The Conditions in paragraph 1 of Part A of Appendix I to this Announcement provide that the Acquisition will lapse if (amongst other things) the following do not occur:

(A) the Scheme becoming effective by the Long Stop Date (or such later date as Poly Glorious and MayAir may, with the consent of the Panel, agree and (if required) the Court may allow);

(B) the approval of the Scheme by a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. of the voting rights of the Scheme Shares voted, either in person or by proxy, at the Court Meeting;

(C) the passing of the Special Resolution necessary to implement the Scheme at the General Meeting;

(D) the passing of the ordinary resolution to approve the Management Shareholder Consideration by Independent MayAir Shareholders at the General Meeting; and

(E) the sanction of the Scheme by the Court (with or without modification on terms agreed by MayAir and Poly Glorious) and the delivery of an office copy of the Court Order to the Registrar of Companies.

The Condition requiring the approval of the Management Shareholder Consideration Resolution by the requisite majority of the Independent MayAir Shareholders at the General Meeting is not waivable. If the Management Shareholder Consideration Resolution is not approved, the Acquisition will not proceed.

15 Structure of the Acquisition and the Scheme of Arrangement

15.1 Introduction

It is intended that the Acquisition will be effected by means of a Court-approved scheme of arrangement between MayAir and the Scheme Shareholders under Part 18A of the Companies Law.

The purpose of the Scheme is to enable Poly Glorious to become the owner of the entire issued share capital of MayAir. The procedure involves an application by MayAir to the Court to sanction the Scheme at the Court Hearing in consideration for which the Scheme Shareholders (other than the Management Shareholders) will, under the terms of the Scheme, receive 120 pence in cash for each MayAir Share.

Management Shareholders have conditionally agreed to accept Consideration Shares pro rata to their existing shareholdings (excluding treasury shares) in MayAir which will result, on completion of the Acquisition, in the Management Shareholders holding, in aggregate, 21.89 per cent. of the Enlarged Poly Glorious Share Capital.

The Scheme provides that, if it becomes effective, all of the Scheme Shares will be transferred to Poly Glorious in consideration for the payment of the Offer Price.

The Scheme requires the approval of a majority in number of the Scheme Shareholders representing at least 75 per cent. of the voting rights of the Scheme Shares held by the Scheme Shareholders present and voting (either in person or by proxy) at the Court Meeting (voting at which shall be conducted by way of a poll).

MayAir is seeking approval for an amendment to its articles of association in connection with the Scheme at the General Meeting. The proposed amendment to the articles of association requires the approval by MayAir Shareholders at the General Meeting of the Special Resolution.

The Scheme also requires the sanction of the Court, as well as satisfaction (or waiver, where applicable) of the other Conditions set out in Appendix I of this Announcement. The Scheme shall become fully effective in accordance with its terms as soon as an office copy of the Scheme Court Order has been delivered to the Registrar of Companies in Jersey.

If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting or whether they voted against the Scheme.

15.2 The Meetings

The implementation of the Scheme will require the approval of the Scheme by the Scheme Shareholders at the Court Meeting to be held at the offices of Bedell Cristin, 26 New Street, St. Helier, Jersey, JE2 3RA at 2.30 p.m. on 12 March 2018 and the passing by the MayAir Shareholders of the Resolutions to be proposed at the General Meeting to be held after the Court Meeting also at the offices of Bedell Cristin, 26 New Street, St. Helier, Jersey, JE2 3RA at 2.45 p.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) on or around 12 March 2018.

Entitlement to attend and vote at the Meetings and the number of votes which may be cast at them will be determined by reference to the register of members of MayAir at the Voting Record Time.

Any MayAir Shares held by Poly Glorious and/or its connected persons at the Voting Record Time will not qualify to be Scheme Shares. Poly Glorious and its connected persons will not be entitled to vote at the Court Meeting in respect of any MayAir Shares held or acquired by or for it and will not exercise the voting rights attaching to its MayAir Shares at the Court Meeting.

As soon as practicable and, in any event, by no later than 7.00 a.m. on the Business Day following the Meetings, MayAir shall make an announcement on an RNS stating whether or not the resolutions to be proposed at the Meetings were passed (and, if not, whether or not the Scheme has lapsed) and giving voting results in relation to the Meetings.

15.3 Court Meeting

The Court Meeting is being held at the direction of the Court to seek the approval of Scheme Shareholders for the Scheme. At the Court Meeting, voting will be by way of a poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held. The approval required at the Court Meeting is that those voting to approve the Scheme must represent:

(A) a majority in number of the Scheme Shareholders present and voting, either in person or by proxy; and

(B) at least 75 per cent. of the voting rights of the Scheme Shares held by the Scheme Shareholders present and voting, either in person or by proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy, or appoint a proxy electronically, as soon as possible, whether or not you intend to attend the Meetings in person.

15.4 General Meeting

The General Meeting will be convened for the same date as the Court Meeting and will be held immediately after the Court Meeting to consider and, if thought fit, pass:

(A) the special resolutions (which require votes in favour representing at least 75 per cent. of the votes cast in person or by proxy) to approve:

(i) the authorisation of the MayAir Directors to take all actions as they may consider necessary or appropriate to bring the Scheme into effect;

(ii) the reclassification of the MayAir Shares held by the Management Shareholders into a separate class of share to enable them to receive the Consideration Shares upon the Scheme becoming effective; and

(iii) the alteration of MayAir's articles of association relating to the automatic transfer of Scheme Shares issued: (a) in between the Voting Record Time and the Scheme Record Time; and (b) after the Scheme Record Time, as described above;

(B) the ordinary resolution (which requires votes in favour representing at least 50 per cent. of the votes cast in person or by proxy) to approve the Management Shareholder Consideration Resolution by the Independent MayAir Shareholders;

(C) the special resolution, subject to the Scheme becoming effective, to approve the Re-registration and with effect from the Re-registration, the alteration of the Articles to reflect its re-registered status as a private company.

Voting at the General Meeting will be by poll.

15.5 Sanction of the Scheme by the Court

Under the Companies Law, the Scheme also requires the sanction of the Court. The Court Hearing is expected to be held on or around 19 March 2018.

Poly Glorious has confirmed that at the Court Hearing it will consent to the Scheme and will undertake to the Court to be bound thereby.

Poly Glorious has agreed to undertake to the Court to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

The Scheme will become effective only upon it being sanctioned (with or without modification, on terms agreed by Poly Glorious and MayAir) by the Court and the Court Order being delivered to the Registrar of Companies for registration. It is expected that the Effective Date will be on or around 20 March 2018.

If the Scheme becomes effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attend or vote in favour of the Scheme at the Court Meeting or in favour of the Resolutions at the General Meeting. If the Scheme is not implemented on or around 20 March 2018 (or such later date (if any) as MayAir and Poly Glorious may, with the consent of the Panel, agree and (if required) the Court may allow), the Scheme will not be implemented and the Acquisition will not proceed.

15.6 Modifications to the Scheme

The Scheme contains a provision for MayAir and Poly Glorious jointly to consent on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of the Scheme Shareholders, unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in these circumstances.

15.7 Alternative means of implementing the Acquisition

Poly Glorious reserves the right to elect to implement the Acquisition by way of a Takeover Offer (as defined in Part 18 of the Companies Law), subject to the Panel's consent. Subject to the receipt of such consent, in such event, such Offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent., or such lesser percentage (being more than 50 per cent.) as Poly Glorious may decide (in each case, subject to the Panel's consent) of the shares to which the Offer relates), so far as applicable, as those which would apply to the Scheme.

16 Summary of the Management Shareholder Consideration

Poly Glorious wishes to retain and continue to incentivise certain key members of MayAir's management team. Poly Glorious is therefore making an offer to Management Shareholders to become shareholders in Poly Glorious in proportion to their shareholdings in MayAir.

Accordingly, and subject to the Conditions being satisfied including, in particular, the passing of the Management Shareholder Consideration Resolution by the Independent MayAir Shareholders at the General Meeting, it is proposed that the Management Shareholders (including the Employee Benefits Trust) will receive Consideration Shares in exchange for the MayAir Shares they currently hold, representing, in aggregate, 21.89 per cent. of the Enlarged Poly Glorious Share Capital, as follows:

To effect this exchange, the MayAir Shareholders will be asked to consider passing special resolutions at the General Meeting whereby the MayAir Shares held by the Management Shareholders (including the Employee Benefits Trust) will be converted to Class B shares as part of the Scheme. The special resolution will be drafted to provide that the conversion of these MayAir Shares will take effect immediately following the cancellation of the MayAir Shares' admission to trading on AIM (or at such other time as may be considered by the MayAir Board to be preferable for the timely and orderly implementation of the Scheme). It is these Class B shares which will be exchanged for the Consideration Shares as part of the Scheme.

It should be emphasised that the Management Shareholder Consideration has been requested by Poly Glorious, as opposed to any of the Management Shareholders.

The Management Shareholder Consideration is regarded by the Panel as a form of incentivisation arrangement with certain members of management of MayAir and the Employee Benefits Trust who are also, directly and indirectly, MayAir Shareholders under which they will become direct or indirect shareholders of Poly Glorious on a basis that is not being made available to all MayAir Shareholders.

As a consequence, under Rule 16.2 of the Takeover Code, the Management Shareholder Consideration must be approved at a general meeting of MayAir and such approval must be given by a separate vote, taken on a poll, of MayAir Shareholders who are both:

(a) independent of Poly Glorious and its shareholders (that is, they are neither a shareholder of Poly Glorious nor acting in concert or deemed to be acting in concert with Poly Glorious or any shareholder of Poly Glorious); and

(b) independent of the Management Shareholders (that is, they are neither one of the Management Shareholders nor acting in concert with or deemed to be acting in concert with any such member of the Management Shareholders).

Accordingly, all Management Shareholders and all members of the Concert Party are not eligible to vote on the Management Shareholder Consideration Resolution.

For the purposes of Rule 16.2 of the Code, Allenby has confirmed that, in its opinion, the terms upon which the Consideration Shares are to be issued are fair and reasonable.

Independent MayAir Shareholders should be aware that in the event that the Management Shareholder Consideration Resolution is not passed then the Scheme will fail.

17 Disclosure of interests in MayAir Shares

For the purposes of this paragraph 17:

(A) "acting in concert" has the meaning given to it in the Code;

(B) "arrangement" includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to securities which may be an inducement to deal or refrain from dealing;

(C) "dealing" has the meaning given to it in the Code;

(D) "derivative" has the meaning given to it in the Code;

(E) "interest" or "interests" in relevant securities shall have the meaning given to it in the Code and references to interests of the Poly Glorious Director or interests of MayAir Directors in relevant securities shall include all interests of any other person whose interests in shares the Poly Glorious Director or, as the case may be, the MayAir Directors, are taken to be interested in pursuant to Article 126 of the Companies Law;

(F) "relevant Poly Glorious securities" mean relevant securities (such term having the meaning given to it in the Code in relation to an offeree) of Poly Glorious including equity share capital of Poly Glorious (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof; and

(G) "relevant MayAir securities" mean relevant securities (such term having the meaning given to it in the Code in relation to an offeree) of MayAir including equity share capital of MayAir (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof.

As at 25 January 2018 (the latest practicable date prior to the publication of this Announcement) neither Poly Glorious, nor the Poly Glorious Director, nor, so far as Poly Glorious is aware, any person acting in concert (within the meaning of the Code) with it, nor, so far as Poly Glorious is aware, any person with whom Poly Glorious or any person acting in concert with Poly Glorious has an arrangement has (i) any interest in or right to subscribe for any relevant MayAir securities, nor (ii) any short positions in respect of relevant MayAir securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor (iii) borrowed or lent any relevant MayAir Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

As at 25 January 2018 (the latest practicable date prior to the publication of this Announcement), the MayAir Directors and persons acting in concert with the MayAir Directors held the following interests in, or rights to subscribe in respect of, relevant MayAir securities:

1 Also a member of the Concert Party.

2 Yip Pek San is the wife of Tiew Soon Aik. Their combined interest is 6,994,500 MayAir Shares.

3 Hee Hui Ming is the wife of Low Han Guan. Their combined interest is 5,165,700 MayAir Shares.

4 Num Siew Yoke is the wife of Low Kok Yew. Their combined interest is 3,565,050 MayAir Shares.

As at 25 January 2018 (the latest practicable date prior to the publication of this Announcement), Allenby Capital Limited (which is a connected adviser for the purposes of the Code) held the following interests in, or rights to subscribe in respect of, relevant MayAir securities:

Save as disclosed above, as at the close of business on 25 January 2018 (being the last practicable date prior to the date of this Announcement), so far as MayAir is aware, neither any person acting in concert (within the meaning of the Code) with it, nor any person with whom MayAir or any person acting in concert with it has an arrangement has (i) any interest in or right to subscribe for any relevant MayAir securities, nor (ii) any short positions in respect of relevant MayAir securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor (iii) borrowed or lent any relevant MayAir Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

18 Delisting and Re-registration

It is intended the last day of dealings in, and for registration of transfers of, MayAir Shares will be 16 March 2018, being the Business Day prior to the Court Hearing, following which the MayAir Shares will be temporarily suspended from AIM and no transfers of MayAir Shares will be registered after this date. Prior to the Effective Date, it is further intended that a request will be made to the London Stock Exchange to cancel admission to trading of MayAir Shares on AIM upon (or shortly after) the Effective Date.

On the Effective Date, share certificates in respect of MayAir Shares will cease to be valid and should be destroyed.

In addition, entitlements to MayAir Shares held within the CREST system will be cancelled on the Effective Date. It is intended that, following the Effective Date, and after the MayAir Shares have been de-listed, MayAir will be re-registered as a private company.

19 General

The Acquisition will be made subject to the Conditions and further terms set out in Appendix I to this Announcement and those terms which will be set out in the Scheme Document and the Forms of Proxy. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable of principal dates relating to the Acquisition. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the Companies Law, the London Stock Exchange, the Court and the FCA.

In deciding whether or not to vote in favour of the Scheme in respect of their MayAir Shares, Scheme Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document and the Forms of Proxy.

20 Documents available on website

Copies of the following documents will be made available on MayAir's and Poly Glorious' websites at www.mayairgroup.com and www.poly-pgi.com respectively by no later than 12 noon (London time) on 29 January 2018 until the end of the Offer Period:

· this Announcement;

· the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this Announcement; and

· the letter agreement setting out the reverse break fee arrangements referred to in paragraph 13 above.

Enquiries:

The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to approve the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Poly Glorious and no one else in connection with the matters referred to in this Announcement. In connection with these matters, N+1 Singer, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Poly Glorious for providing the protections afforded to the clients of N+1 Singer nor for providing advice in relation to the matters referred to in this Announcement.

Allenby Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for MayAir in relation to the matters described in this Announcement and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than MayAir for providing the protections afforded to clients of Allenby, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

Cantor Fitzgerald Europe, is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Cantor Fitzgerald is acting exclusively for MayAir in relation to the matters described in this Announcement and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than MayAir for providing the protections afforded to clients of Cantor Fitzgerald or its affiliates, or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

THIS ANNOUNCEMENT IS MADE PURSUANT TO RULE 2.7 OF THE CODE AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR INVITATION TO PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE FOR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE ACQUISITION WILL BE MADE SOLELY THROUGH THE SCHEME DOCUMENT AND THE ACCOMPANYING FORMS OF PROXY, WHICH WILL TOGETHER CONTAIN THE FULL TERMS AND CONDITIONS OF THE ACQUISITION, INCLUDING DETAILS OF HOW TO ACCEPT THE ACQUISITION. ANY VOTE IN RESPECT OF THE SCHEME OR OTHER RESPONSE IN RELATION TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE SCHEME DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE SCHEME DOCUMENT CAREFULLY ONCE IT HAS BEEN DESPATCHED.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Jersey or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

US investors in MayAir

The Acquisition relates to shares of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in Jersey to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Poly Glorious were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Restricted Jurisdictions

Unless otherwise determined by Poly Glorious or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to MayAir Shareholders who are not resident in the United Kingdom or Jersey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Jersey should inform themselves of, and observe, any applicable requirements.

Cautionary Note Regarding Forward Looking Statements

This Announcement contains statements that are or may be deemed to be forward looking statements with respect to the financial condition, results of operations and business of MayAir and certain plans and objectives of the MayAir Board and the Poly Glorious Board. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to other than statements of historical or current facts. These estimates are based on assumptions and assessments made by the MayAir Board or Poly Glorious in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Poly Glorious' or MayAir's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Poly Glorious' or MayAir's business.

These forward looking statements are made as at the date of this Announcement and are not guarantees of future financial performance. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Poly Glorious or MayAir. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Poly Glorious or MayAir or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Poly Glorious and MayAir disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of MayAir or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MayAir and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of MayAir or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of MayAir or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of MayAir or of any securities exchange offeror.

A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MayAir and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of MayAir or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by MayAir and by any offeror and Dealing Disclosures must also be made by MayAir, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Disclosure in accordance with Rule 2.9 of the Code

The ordinary shares of MayAir are traded on AIM, a market of London Stock Exchange plc with International Securities Identification Number (ISIN) JE00BWV6BD02. MayAir confirms that as at the close of business on 25 January 2018 (being the last Business Day prior to the date of this Announcement), it had in issue 42,475,000 ordinary shares of no par value, 514,500 of which are held in treasury. The number of ordinary shares in issue with voting rights is 41,960,500.

As at the close of business on 25 January 2018, Poly Glorious had 10,000 ordinary shares of no par value in issue. Poly Glorious holds no shares in treasury. Poly Glorious' share capital has no ISIN and is not listed or admitted to trading on any stock exchange. Prior to acquiring the MayAir Shares held by Management Shareholders, Poly Glorious will have 7,811,263 ordinary shares of no par value in issue.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for MayAir for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for MayAir.

Right to switch to a Takeover Offer

Poly Glorious reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Poly Glorious as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Poly Glorious so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Information relating to MayAir Shareholders

Please be aware that addresses, electronic addresses and certain information provided by MayAir Shareholders, persons with information rights and other relevant persons for the receipt of communications from MayAir may be provided to Poly Glorious during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website

In accordance with Rule 30.4 of the Code, a copy of this Announcement together with all information incorporated into this Announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on the Poly Glorious' or MayAir's websites (www.poly-pgi.com and www.mayairgroup.com respectively) by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of the Scheme Document or this announcement.

Request for Hard Copy

In accordance with Rule 30.2 of the Code you may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by contacting Allenby Capital Limited on tel: +44 (0) 20 3328 5656 during business hours or by submitting a request in writing to Allenby Capital Limited at 5 St Helen's Place, London EC3A 6AB. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice. It is important that you note that unless you make a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

APPENDIX ICONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme

1. The Scheme will be subject to the following conditions:

1.1 The Acquisition will be conditional upon the Scheme becoming unconditional and effective, subject to the Code, by no later than the Long Stop Date or such later date (if any) as Poly Glorious and MayAir may, with the consent of the Panel agree and (if required) the Court may allow.

1.2 The Scheme is subject to the following conditions:

(A) its approval by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) and who are present and vote, whether in person or by proxy, at the Court Meeting (and any separate class meeting which may be required by the Court) or any adjournment of such meeting and who represent 75 per cent. of the voting rights of the Scheme Shares (or the relevant class or classes thereof, if applicable) voted by those Scheme Shareholders (or the relevant class or classes thereof, if applicable); and

(B) all resolutions required to approve and implement the Scheme (including, without limitation, to amend MayAir's articles of association) being duly passed by MayAir Shareholders at the General Meeting (or any adjournment thereof); and

(C) the passing of the Management Shareholder Consideration Resolution by the Independent MayAir Shareholders at the General Meeting; and

(D) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to MayAir and Poly Glorious); and

(E) delivery of a copy of the Court Order to the Registrar of Companies.

The Condition requiring the approval of the Management Shareholder Consideration Resolution by the Independent MayAir Shareholders at the General Meeting is not waivable. If the Management Shareholder Consideration Resolution is not approved, the Acquisition will not proceed.

In addition, Poly Glorious and MayAir have agreed that, subject as stated in Part C below and to the requirements of the Panel, the Acquisition will be conditional upon the following matters and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such conditions (as amended, if appropriate) have been satisfied or, where relevant, waived.

Part B: Conditions to the Acquisition

Notifications, waiting periods and Authorisations

1.3 All material mandatory notifications, filings or applications which are necessary in connection with the Acquisition having been made and, to the extent applicable, all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations (excluding any antitrust or merger control) necessary in any jurisdiction for or in respect of the Acquisition and, except pursuant to Part 18 of the Companies Law, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, MayAir by any member of the Poly Glorious Group having been obtained in terms and in a form reasonably satisfactory to Poly Glorious from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Poly Glorious Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Poly Glorious Group in any jurisdiction which is material in the context of the Poly Glorious Group as a whole having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations.

Certain matters arising as a result of any arrangement, agreement, etc.

1.4 Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Poly Glorious Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a consequence of: (i) the Acquisition; (ii) the acquisition or the proposed acquisition by any member of the Poly Glorious Group of any shares or other securities in MayAir; (iii) or because of a change in the control or management of any member of the MayAir Group; (iv) or otherwise, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the MayAir Group taken as a whole:

(A) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the MayAir Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or  inhibited;

(B) other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the MayAir Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(C) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the MayAir Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(D) any liability of any member of the MayAir Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(E) the rights, liabilities, obligations, interests or business of any member of the MayAir Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the MayAir Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(F) any member of the MayAir Group ceasing to be able to carry on business under any name under which it presently carries on business;

(G) the value of, or the financial or trading position of, any material member of the MayAir Group being prejudiced or adversely affected; or

(H) the creation or acceleration of any liability (actual or contingent) by any member of the MayAir Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the MayAir Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 1.4 (A) to (H), in each case to the extent material in the context of the MayAir Group taken as a whole.

Certain events occurring since 30 June 2017

1.5 Except as Disclosed, no member of the MayAir Group having since 30 June 2017:

(A) issued or agreed to issue, or authorised or announced its intention to authorise or propose the issue, of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised the transfer or sale of MayAir Shares out of treasury;

(B) recommended, declared, paid or made, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions, whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of MayAir to MayAir or any of its wholly owned subsidiaries;

(C) other than pursuant to the Acquisition (and except for transactions between MayAir and its wholly owned subsidiaries or between the wholly owned subsidiaries of MayAir and transactions in the ordinary course of business), implemented, effected, authorised or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the MayAir Group taken as a whole;

(D) (except for transactions between MayAir and its wholly owned subsidiaries or between the wholly owned subsidiaries of MayAir and except for transactions in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so to an extent which is material in the context of the MayAir Group taken as a whole;

(E) (except for transactions between MayAir and its wholly owned subsidiaries or between the wholly owned subsidiaries of MayAir) issued, authorised or announced an intention to authorise or propose the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability (other than trade credit incurred in the ordinary course of business) or incurred or increased any indebtedness which is material in the context of the MayAir Group taken as a whole;

(F) (except in the ordinary course of business) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the MayAir Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the MayAir Group taken as a whole;

(G) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executive of any member of the MayAir Group;

(H) proposed, agreed to provide or modified the terms of any incentive scheme or other benefit relating to the employment or termination of employment of any employee of the MayAir Group which is material in the context of the MayAir Group taken as a whole;

(I) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;

(J) other than in respect of claims between MayAir and its wholly owned subsidiaries, waived, compromised or settled any claim otherwise than in the ordinary course of business, in each case to an extent which is material in the context of the MayAir Group taken as a whole;

(K) terminated or varied the terms of any agreement or arrangement between any member of the MayAir Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the MayAir Group taken as a whole;

(L) save as required in connection with the adoption of the Amended MayAir Articles, made any material alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Acquisition;

(M) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the MayAir Group taken as a whole;

(N) (other than in respect of a member of the MayAir Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(O) (except for transactions between MayAir and its wholly owned subsidiaries or between MayAir's wholly owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(P) entered into or implemented any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the MayAir Group other than to a nature and extent which is immaterial in the context of the MayAir Group taken as a whole; or

(Q) other than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 1.5;

No adverse change, litigation, regulatory enquiry or similar

1.6 Except as Disclosed, since 30 June 2017 there has been:

(A) no adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the MayAir Group which is material in the context of the MayAir Group taken as a whole;

(B) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the MayAir Group or to which any member of the MayAir Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the MayAir Group, in each case which is or might reasonably be expected to be material in the context of the MayAir Group taken as a whole;

(C) no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the MayAir Group to an extent which is material in the context of the MayAir Group taken as a whole; and

(D) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the MayAir Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would or might reasonably be expected to have a material adverse effect on the MayAir Group taken as a whole.

Anti-corruption and criminal property

1.7 Except as Disclosed, Poly Glorious not having discovered:

(A) any member of the MayAir Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

(B) any asset of any member of the MayAir Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part C: Further terms of the Scheme and the Acquisition

Waivers and Miscellaneous

1.8 Subject to the requirements of the Panel, Poly Glorious reserves the right to waive in whole or in part all or any of the above Conditions 1.3 to 1.7 inclusive. Each of the Conditions is a separate Condition and is not limited by reference to any other Condition.

1.9 The Acquisition will lapse and the Scheme will not proceed if, insofar as the Acquisition or any matter arising from or relating to the Acquisition or Scheme constitutes a concentration with a Community dimension within the scope of the EC Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the EC Merger Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the EC Merger Regulation and there is then a CMA Phase 2 Reference before the date of the Court Meeting (unless otherwise agreed with the Panel).

1.10 Poly Glorious will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 1.3 to 1.7 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

1.11 In the event that the Acquisition is implemented by way of a Takeover Offer, the MayAir Shares acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of the Scheme Document.

1.12 If, after the date of the Scheme Document but prior to the Effective Date, any dividend or other distribution is declared, paid or made or payable by MayAir (a "relevant distribution"), Poly Glorious reserves the right (without prejudice to any right of Poly Glorious), with the consent of the Panel, to invoke Condition 1.5(B) above to reduce the Offer Price by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

1.13 If any such dividend or distribution occurs, any reference in the Scheme Document to the Offer Price will be deemed to be a reference to the Offer Price as so reduced. If such reduction occurs, notwithstanding the terms on which the MayAir Shares are expressed to be acquired by Poly Glorious pursuant to the Acquisition in the Scheme Document, the MayAir Shares will be acquired by or on behalf of Poly Glorious pursuant to the Acquisition fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after the date of the Scheme Document, other than the dividend or distribution giving rise to such reduction.

1.14 To the extent that such a dividend or distribution has been declared, paid, made or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles Poly Glorious to receive the dividend or distribution and to retain it; or (ii) cancelled, the Offer Price will not be subject to change in accordance with this paragraph.

1.15 Any exercise by Poly Glorious of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Acquisition.

1.16 Poly Glorious reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as Poly Glorious may decide) of the MayAir Shares to which such Takeover Offer relates, so far as applicable, as those which would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient MayAir Shares are otherwise acquired, it is the intention of Poly Glorious to apply the provisions of the Companies Law to acquire compulsorily any outstanding MayAir Shares to which such Takeover Offer relates.

1.17 The involvement in the Acquisition of persons not resident in the United Kingdom or Jersey may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or Jersey should inform themselves about and observe any applicable requirements.

1.18 The Acquisition is not being conducted, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

1.19 The Acquisition is governed by the laws of Jersey and is subject to the jurisdiction of the Jersey courts and to the Conditions and further terms set out in the Scheme Document. The Acquisition is subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

APPENDIX IISOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1. The financial information on MayAir is extracted from the MayAir Annual Report and Accounts for the year ended 31 December 2016 and from the unaudited half yearly financial statements of MayAir for the six months ended 30 June 2017.

2. The terms of the Acquisition value each MayAir Share at 120 pence (being the price under the Scheme) on the basis of the issued share capital as of the date of the Announcement as set out in the Announcement.

3. As at the close of business on 25 January 2018, being the last practicable date before the date of this Announcement, MayAir had in issue 41,960,500 MayAir Shares, excluding shares held in treasury. The International Securities Identification Number for MayAir Shares is JE00BWV6BD02.

4. All prices quoted for MayAir Shares are closing middle market prices and are derived from the AIM appendix to the Daily Official List for the particular date(s) concerned.

5. All information relating to MayAir and Poly Glorious has been provided by persons duly authorised by the MayAir Board and Poly Glorious Board respectively.

APPENDIX IIIIRREVOCABLE UNDERTAKINGS

The following holders or controllers of MayAir Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:

PART A - Directors and their related interests, Concert Party and Management Shareholders

1 A member of the Concert Party.

2 Yip Pek San is the wife of Tiew Soon Aik. Their combined interest is 6,994,500 MayAir Shares.

3 Hee Hui Ming is the wife of Low Han Guan. Their combined interest is 5,165,700 MayAir Shares.

4 Num Siew Yoke is the wife of Low Kok Yew. Their combined interest is 3,565,050 MayAir Shares.

Poly Glorious has received irrevocable undertakings from the MayAir Directors and their related interests, each member of the Concert Party and each Management Shareholder, in respect of their own MayAir Shares, representing approximately 59.36 per cent. of the existing issued ordinary share capital of MayAir (excluding treasury shares):

(a) to vote or procure the vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting (save in respect of the Management Shareholder Consideration Resolution); and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such offer (provided that such Takeover Offer is on improved or substantially the same terms of the Scheme and further provided that MayAir has recommended such Takeover Offer).

The irrevocable undertakings referred to above will lapse if:

(a) this Announcement is not released on or prior to 9 February 2018;

(b) the Scheme or any Takeover Offer lapses or is withdrawn; or

(c) the Scheme Document (or offer document, in the case of a Takeover Offer) is not despatched to MayAir shareholders within twenty eight days (or such longer period as the Panel may agree, being not more than six weeks) after the date of this Announcement.

PART B - Shareholders

Poly Glorious has received irrevocable undertakings from the MayAir Shareholders in respect of their beneficial holdings of MayAir Shares, representing approximately 15.09 per cent. of the existing issued ordinary share capital of MayAir (excluding treasury shares):

(a) to vote or procure the vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting; and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such offer (provided that such Takeover Offer is on improved or substantially the same terms of the Scheme).

The irrevocable undertakings given by the MayAir Shareholders will lapse if:

(a) this Announcement is not released on or prior to 9 February 2018;

(b) the Scheme or any Takeover Offer lapses or is withdrawn;

(c) the Scheme Document (or offer document, in the case of a Takeover Offer) is not despatched to MayAir shareholders within twenty eight days (or such longer period as the Panel may agree, being not more than six weeks) after the date of this Announcement; or

(d) within five business days after the despatch of the document containing the terms and conditions of the Offer (whether by means of a contractual offer, scheme of arrangement or otherwise), a third party announces a firm intention to make an offer to acquire all the issued and to be issued equity share capital of MayAir for cash for a consideration per share which represents at least 10 per cent. greater than the value of the consideration per share available under the Offer as at the date of such third party announcement.

APPENDIX IVDEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise.

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by either the Companies Act 2006, as amended, or the Companies Law.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

£ and pence means pounds and pence sterling, the lawful currency of the United Kingdom and Jersey.

$ means US dollars, the lawful currency of the United States.

RMB means Renminbi, the lawful currency of China.